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 | 2006 |
Administrative Services Agreement
Administrative Services Agreement (259K)
Doc #2614429: Click preview link for longer preview.
ADMINISTRATIVE SERVICES AGREEMENT
by and between
LINCOLN BENEFIT LIFE COMPANY
and
ALLSTATE LIFE INSURANCE COMPANY
Effective as of June 1, 2006
E-2
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT (this ?Agreement?), effective as of June 1, 2006, (the ?Effective Date?), is entered into by and between LINCOLN BENEFIT LIFE COMPANY, a Nebraska domiciled stock life insurance company (the ?Company?), and . . .
2614429
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Ferris, Baker
As referenced in this Administrative Services Agreement:
Ferris, Baker Watts, Inc. – 12:00 AM
Consultant I VA, Consultant II VA, Consultant Solutions Classic, Consultant Solutions Elite, Consultant Solutions Plus, Consultant Solutions Select, Investors Select VA, LBL Advantage VA, Premier Planner VA
Ferris, Baker Watts, Inc.
Lincoln Benefit Life Company
ALFS, Inc.
08/29/97 12:00 AM
08/21/03 12:00 AM
Consultant I VA, Consultant II VA, Investors Select VA, LBL Advantage
_____________
Ferris, Baker Watts, Inc. – Company
ALFS, Inc.
08/29/97 12:00 AM
08/21/03 12:00 AM
Consultant I VA, Consultant II VA, Investors Select VA, LBL Advantage VA, Premier Planner VA
Ferris, Baker Watts, Inc.
Lincoln Benefit Life Company
ALFS, Inc.
08/22/03 12:00 AM
Consultant I VA, Consultant II VA, Consultant Solutions Classic, Consultant Solutions Elite, Consultant Solutions Plus, Consultant Solutions
_____________
dt 1655248
;
Advest
As referenced in this Administrative Services Agreement:
Advest, Inc – 12:00 AM
Consultant I VA, Consultant II VA, Consultant Solutions Classic, Consultant Solutions Elite, Consultant Solutions Plus, Consultant Solutions Select, Investors Select VA, LBL Advantage VA, Premier Planner VA
Advest, Inc .
Lincoln Benefit Life Company
ALFS, Inc.
06/01/05 12:00 AM
Consultant Solutions Classic, Consultant Solutions Elite, Consultant Solutions Plus, Consultant Solutions Select
Advisors Unlimited
Lincoln Benefit Life
_____________
dt 1633240
;
|
Prudential Fin.
As referenced in this Administrative Services Agreement:
Prudential Financial, Inc – York, a New York domiciled stock life insurance company, The Allstate Corporation, a Delaware corporation, the Prudential Life Insurance Company of America, a New Jersey domiciled stock insurance company and Prudential Financial, Inc ., a New Jersey corporation have entered into a Master Transaction Agreement dated as of March 8, 2006 (the Master Transaction Agreement), which provides for, among other things, the Company
_____________
dt 1622042
;
Wells Fargo
As referenced in this Administrative Services Agreement:
Wells Fargo Brokerage Services, – 12:00 AM
Consultant I VA, Consultant II VA, Consultant Solutions Classic, Consultant Solutions Elite, Consultant Solutions Plus, Consultant Solutions Select, Investors Select VA, LBL Advantage VA, Premier Planner VA
Wells Fargo Brokerage Services, LLC
Lincoln Benefit Life Company
ALFS, Inc.
09/30/00 12:00 AM
Consultant I VA, Consultant II VA, Consultant Solutions Classic, Consultant Solutions Elite, Consultant Solutions Plus, Consultant
_____________
dt 1633118
;
More... |
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| 2004 |
Agreement and Plan of Merger and Reorganization
Agreement and Plan of Merger and Reorganization (259K)
Doc #430534: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
AMONG
CALIFORNIA AMPLIFIER, INC.
MOBILE ACQUISITION SUB, INC.,
AND
VYTEK CORPORATION
Dated as of December 23, 2003
TABLE OF CONTENTS
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
ARTICLE I THE MERGER
Section 1.1 The Merger.
Section 1.2 Effective Time.
Section 1.3 Effects of the Merger. . . .
430534
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Ferris, Baker
As referenced in this Agreement and Plan of Merger and Reorganization:
Ferris, Baker Watts, Inc. – of credit is maintained by Parent or its Subsidiaries to which the
second sentence of Section 13(k)(1) of the Exchange Act applies.
Section 2.13 Brokers.
Except for Ferris, Baker Watts, Inc. , no broker, investment banker or other
person is entitled to any broker's, finder's or other similar fee or
commission in connection with the transactions contemplated by this
_____________
Ferris, Baker Watts, Inc. – to the Company accurate and complete copies
of all agreements under which any such fees are contemplated.
Section 2.14 Opinion of Financial Advisor.
Parent has received the opinion of Ferris, Baker Watts, Inc. , dated November
21, 2003, to the effect that, as of such date, the Merger Consideration is
fair to Parent from a financial point of view, a signed copy of
_____________
dt 1395958
;
CAI
As referenced in this Agreement and Plan of Merger and Reorganization:
CALIFORNIA AMPLIFIER, INC – {DOCUMENT}
{TYPE}EX-2
{SEQUENCE}3
{FILENAME}exhibit_2-1.txt
{DESCRIPTION}EXHIBIT 2.1 - DEFINITIVE ACQUISITION AGREEMENT
{TEXT}
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
AMONG
CALIFORNIA AMPLIFIER, INC .
MOBILE ACQUISITION SUB, INC.,
AND
VYTEK CORPORATION
Dated as of December 23, 2003
TABLE OF CONTENTS
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
ARTICLE I THE MERGER
Section 1.
_____________
California Amplifier, Inc – Agreement ........... Section 7.2(c)
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of December
23, 2003 (this "Agreement"), is among California Amplifier, Inc ., a Delaware
corporation ("CAMP" or "Parent"), Mobile Acquisition Sub, Inc., a Delaware
corporation and a direct wholly-owned subsidiary of Parent ("Acquisition
Sub") and Vytek Corporation, a Delaware corporation (
_____________
California Amplifier, Inc – to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):
(a) if to Parent or Acquisition Sub, to:
California Amplifier, Inc .
460 Calle San Pablo
Camarillo, CA, 93012
Attn: Chief Executive Officer
Facsimile No.: 805-482-5842
with copies to:
Gibson, Dunn & Crutcher LLP
333 S. Grand Ave.
Los Angeles,
_____________
CALIFORNIA AMPLIFIER, INC – Acquisition Sub, the Company and the Stockholder
Representative have caused this Agreement to be signed by their respective
officers thereunto duly authorized all as of the date first written above.
CALIFORNIA AMPLIFIER, INC .
a Delaware Corporation
By: /s/ Fred M. Sturm
---------------------
Name: Fred M. Sturm
Title: President & CEO
MOBILE ACQUISITION SUB, INC.,
a Delaware Corporation
By: Fred M. Sturm
---------------------
Name: Fred M.
_____________
dt 1400527
;
|
 Gibson Dunn
As referenced in this Agreement and Plan of Merger and Reorganization:
Gibson, Dunn – The closing of the transactions contemplated by this Agreement (the
"Closing") and all actions specified in this Agreement to occur at the
Closing shall take place at the offices of Gibson, Dunn & Crutcher LLP, 333
S. Grand Ave., Los Angeles, California, at 10:00 a.m., local time, no later
than the second Business Day following the date on which the
_____________
Gibson, Dunn – a) if to Parent or Acquisition Sub, to:
California Amplifier, Inc.
460 Calle San Pablo
Camarillo, CA, 93012
Attn: Chief Executive Officer
Facsimile No.: 805-482-5842
with copies to:
Gibson, Dunn & Crutcher LLP
333 S. Grand Ave.
Los Angeles, California 90071
Attention: Peter F. Ziegler, Esq.
Facsimile No.: 213-229-6595
(b) if to the Company, to:
Vytek Corporation
12670
_____________
dt 1483602
;
Paul Hastings
As referenced in this Agreement and Plan of Merger and Reorganization:
Paul, Hastings – to the Company, to:
Vytek Corporation
12670 High Bluff Drive
San Diego, CA 92130
Phone: (858) 947-1719
Fax: (858) 792-0270
Attn: Chief Executive Officer
with a copy to:
Paul, Hastings , Janofsky & Walker LLP
3579 Valley Center Drive
San Diego, CA 92130
Phone: (858) 720-2500
Fax: (858) 720-2555
Attn: Carl R. Sanchez, Esq.
Deyan P. Spiridonov, Esq.
(c)
_____________
dt 1397612
|
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| 2000 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (226K)
Doc #1011790: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
STARTEC GLOBAL COMMUNICATIONS CORPORATION,
STARS ACQUISITION CORP.,
CAPSULE COMMUNICATIONS, INC.,
GOLD & APPEL TRANSFER, S.A,
AND
FOUNDATION FOR THE INTERNATIONAL
NON-GOVERNMENTAL DEVELOPMENT OF SPACE
NOVEMBER 2, 2000
& . . .
1011790
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Ferris, Baker
As referenced in this Agreement and Plan of Reorganization:
Ferris, Baker Watts, Inc. – would not have a Material
Adverse Effect on Target.
2.20 BROKERS' AND FINDERS' FEES
Except as expressly provided in the letter agreement, dated August 23,
2000, between Target and Ferris, Baker Watts, Inc. , a true and complete copy of
which has been furnished to the Acquiror, no agent, broker, investment banker,
person or firm acting directly or indirectly on behalf of Target
_____________
Ferris, Baker Watts, Inc. – transactions contemplated hereby (including, without
limitation, the fees and expenses of its advisors, accountants and legal
counsel), in the amount of Five Hundred Ten Thousand Dollars ($510,000) payable
to Ferris, Baker Watts, Inc. and in the amount of Two Hundred Forty Thousand
Dollars ($240,000) payable to other parties shall be paid by Acquiror and/or
Surviving Corporation at the Closing via
_____________
dt 1395960
| |
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| 2001 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (212K)
Doc #1070050: Click preview link for longer preview.
<DESCRIPTION>MERGER AGREEMENT
<TEXT>
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
COVISTA COMMUNICATIONS, INC.,
CCI ACQUISITIONS CORP.
AND
CAPSULE COMMUNICATIONS, INC.
July 17, 2001
<PAGE>
<PAGE>
TABLE OF CONTENTS
Page
. . .
1070050
|
Ferris, Baker
As referenced in this Agreement and Plan of Reorganization:
Ferris, Baker Watts, Inc. – would not have a Material Adverse Effect on Target.
2.20. Brokers' and Finders' Fees
Except as expressly provided in the letter agreement, dated April 17,
2001, between Target and Ferris, Baker Watts, Inc. , a true and complete copy
of which has been furnished to the Acquiror, no agent, broker, investment
banker, person or firm acting directly or indirectly on behalf of Target
_____________
dt 1395962
;
Covista
As referenced in this Agreement and Plan of Reorganization:
COVISTA COMMUNICATIONS, INC –
EX-2.1
2
merger.txt
MERGER AGREEMENT
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
COVISTA COMMUNICATIONS, INC .,
CCI ACQUISITIONS CORP.
AND
CAPSULE COMMUNICATIONS, INC.
July 17, 2001
TABLE OF CONTENTS
Page
----
RECITALS............................................................ 1
ARTICLE I THE MERGER................................................ 1
1.1. The Merger............................................ 1
1.
_____________
Covista Communications, Inc – Control Affiliate
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and
entered into as of July 17, 2001 by and among Covista Communications, Inc ., a
New Jersey corporation ("Acquiror"), CCI Acquisitions Corp., a Delaware
corporation and wholly-owned subsidiary of Acquiror ("Merger Sub"), and
Capsule Communications, Inc., a Delaware corporation ("Target").
RECITALS
A.
_____________
Covista Communications, Inc – to the parties at the following address (or at such other address for a
party as shall be specified by like notice):
(a) if to Acquiror or Merger Sub, to:
Covista Communications, Inc .
150 Clove Road
Little Falls, NJ 07424
Attention: A. John Leach, Jr.
Facsimile No.: (973) 785-7298
Telephone No.: (973) 237-6405
with a copy to:
Covista
_____________
Covista Communications, Inc – Communications, Inc.
150 Clove Road
Little Falls, NJ 07424
Attention: A. John Leach, Jr.
Facsimile No.: (973) 785-7298
Telephone No.: (973) 237-6405
with a copy to:
Covista Communications, Inc .
150 Clove Road
Little Falls, NJ 07424
Attention: David Lacher
Facsimile No.: (973) 785-7298
Telephone No.: (973) 785-7257
Swidler Berlin Shereff Friedman, LLP
3000 K Street., N.
_____________
COVISTA COMMUNICATIONS, INC – executed and delivered, by their respective officers thereunto
duly authorized in the case of corporate parties as the case may be, all as of
the date first written above.
ATTEST: COVISTA COMMUNICATIONS, INC .
/s/ Thomas P. Gunning
-----------------------------(SEAL) By: /s/ A. John Leach, Jr.
Secretary -------------------------(SEAL)
Name: A. John Leach, Jr.
Title: President & Chief Executive
ATTEST: CCI ACQUISITIONS CORP.
/s/ Thomas Gunning
-----------------------------(
_____________
dt 1505531
;
|
Pepper Hamilton
As referenced in this Agreement and Plan of Reorganization:
Pepper Hamilton – Inc.
2 Greenwood Square
3331 Street Road
Suite 275
Bensalem, Pennsylvania 19020
Attention: David B. Hurwitz
Facsimile No.: (800) 253-0303
Telephone No.: (215) 244-3433
with a copy to:
Pepper Hamilton LLP
3000 Two Logan Square
18th & Arch Streets
Philadelphia, Pennsylvania 19103-2799
Attention: Michael Friedman
Facsimile No.: (215) 981- 4750
Telephone No.: (215) 981- 4563
9.3. Interpretation
When
_____________
dt 1535595
|
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| 2001 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (215K)
Doc #1454737: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
COVISTA COMMUNICATIONS, INC.,
CCI ACQUISITIONS CORP.
AND
CAPSULE COMMUNICATIONS, INC.
July 17, 2001
<PAGE>
EXECUTION COPY
TABLE OF CONTENTS
-----------------
< . . .
1454737
|
Ferris, Baker
As referenced in this Agreement and Plan of Reorganization:
Ferris, Baker Watts, Inc. – would not have a
Material Adverse Effect on Target.
2.20. Brokers' And Finders' Fees
Except as expressly provided in the letter agreement, dated April
17, 2001, between Target and Ferris, Baker Watts, Inc. , a true and complete copy
of which has been furnished to the Acquiror, no agent, broker, investment
banker, person or firm acting directly or indirectly on behalf of Target
_____________
dt 1395973
;
|
Covista
As referenced in this Agreement and Plan of Reorganization:
COVISTA COMMUNICATIONS, INC – gt;dex21.txt
<DESCRIPTION>AGREEMENT AND PLAN OF REORGANIZATION
<TEXT>
<PAGE>
EXECUTION COPY
Exhibit 2.1
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
COVISTA COMMUNICATIONS, INC .,
CCI ACQUISITIONS CORP.
AND
CAPSULE COMMUNICATIONS, INC.
July 17, 2001
<PAGE>
EXECUTION COPY
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <
_____________
Covista Communications, Inc – PAGE>
EXECUTION COPY
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made
and entered into as of July 17, 2001 by and among Covista Communications, Inc .,
a New Jersey corporation ("Acquiror"), CCI Acquisitions Corp., a Delaware
corporation and wholly-owned subsidiary of Acquiror ("Merger Sub"), and Capsule
Communications, Inc., a Delaware corporation ("Target").
RECITALS
A.
_____________
Covista Communications, Inc – to the parties at the following address (or at such other address for a party as
shall be specified by like notice):
(a) if to Acquiror or Merger Sub, to:
Covista Communications, Inc .
150 Clove Road
Little Falls, NJ 07424
Attention: A. John Leach, Jr.
Facsimile No.: (973) 785-7298
Telephone No.: (973) 237-6405
with a copy to:
Covista Communications, Inc.
_____________
Covista Communications, Inc – to:
Covista Communications, Inc.
150 Clove Road
Little Falls, NJ 07424
Attention: A. John Leach, Jr.
Facsimile No.: (973) 785-7298
Telephone No.: (973) 237-6405
with a copy to:
Covista Communications, Inc .
150 Clove Road
Little Falls, NJ 07424
Attention: David Lacher
Facsimile No.: (973) 785-7298
Telephone No.: (973) 785-7257
Swidler Berlin Shereff Friedman, LLP
3000 K Street., N.
_____________
COVISTA COMMUNICATIONS, INC – executed and delivered, by their respective officers thereunto
duly authorized in the case of corporate parties as the case may be, all as of
the date first written above.
ATTEST: COVISTA COMMUNICATIONS, INC .
/s/ Thomas P. Gunning (SEAL) By: /s/ A. John Leach, Jr. (SEAL)
----------------------- --------------------------------
Secretary Name: A. John Leach, Jr.
Title: President & Chief Executive
Officer
ATTEST: CCI ACQUISITIONS CORP.
/s/
_____________
dt 1505532
;
Pepper Hamilton
As referenced in this Agreement and Plan of Reorganization:
Pepper Hamilton – Inc.
2 Greenwood Square
3331 Street Road
Suite 275
Bensalem, Pennsylvania 19020
Attention: David B. Hurwitz
Facsimile No.: (800) 253-0303
Telephone No.: (215) 244-3433
with a copy to:
Pepper Hamilton LLP
3000 Two Logan Square
18th & Arch Streets
Philadelphia, Pennsylvania 19103-2799
Attention: Michael Friedman
Facsimile No.: (215) 981- 4750
Telephone No.: (215) 981- 4563
9.3. Interpretation
_____________
dt 1535653
|
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| 2005 |
Conference Call Transcript
Conference Call Transcript (78K)
Doc #605999: Click preview link for longer preview.
Final Transcript
Conference Call Transcript
SFNT ? Q4 2004 SafeNet Earnings Conference Call
Event Date/Time: Feb. 01. 2005 / 5:00PM ET
Event Duration: N/A
Thomson StreetEvents
streetevents@thomson.com
617.603.7900
www.streetevents.com
1
? 2005 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in . . .
605999
|
Ferris, Baker
As referenced in this Conference Call Transcript:
Ferris, Baker Watts, Inc. – was in the December quarter.
Ken Mueller - SafeNet CFO
Not really, it wasnt really that significant.
Erik Suppiger - Pacific Growth Equities Analyst
Okay, thank you very much.
Operator
Matt Robison, Ferris, Baker Watts, Inc.
Matt Robison - FerrisBaker Watts, Inc. Analyst
Good evening, can you comment on the growth of digital rights-management both sequential and year-over-year? Also a little color on
_____________
Ferris, Baker Watts, Inc. – fact its both smart card and biometrics. So we have both capabilities today. Were very, very well positioned there.
Craig Nankervis - First Analysis Securities Analyst
Thanks Tony.
Operator
Matt Robison, Ferris, Baker Watts, Inc.
Matt Robison - FerrisBaker Watts, Inc. Analyst
Hi, did the supply issue, did that hold up all of your encryption products?
Carole Argo - SafeNet President & COO
Thomson StreetEvents
streetevents@
_____________
dt 1721987
;
| |
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| 2004 |
Conference Call Transcript
Conference Call Transcript (69K)
Doc #960173: Click preview link for longer preview.
Exhibit 99.2
FINAL TRANSCRIPT
Conference Call
Transcript
ANDW -
Q3 2004 ANDREW CORP Earnings Conference Call
Event Date/Time: Jul. 26. 2004 / 8:00AM CT
Event Duration: N/A
Thomson StreetEvents
streetevents@thomson.com
617.603.7900
www.streetevents.com
© 2004 Thomson Financial. Republished with permission. No part of this
publication may be reproduced or transmitted in any form or by any means
without the prior written consent of . . .
960173
|
Ferris, Baker
As referenced in this Conference Call Transcript:
Ferris, Baker, Watts, Inc. – CFO
CONFERENCE CALL PARTICIPANTS
Mark Skew (ph)
RTC Capital Markets - Analyst
Mike Walkley
Piper Jaffray - Analyst
Rich Valera
Needham & Co., Inc. - Analyst
Arindam Basu
Morgan Stanley - Analyst
Mark McKechnie
Ferris, Baker, Watts, Inc. - Analyst
Jeff Walkinghorse (ph)
Deutsche Bank Securities, Inc. - Analyst
Larry Harris
Oppenheimer & Co. - Analyst
Michael Angin
Credit Suisse First Boston - Analyst
James Closet (ph)
Pacific Press - Analyst
Bill
_____________
Ferris, Baker, Watts, Inc. – shift.
Arindam
Basu - Morgan Stanley - Analyst
Okay thanks very much.
Appreciate it.
Operator
The next question is
from Matt Robinson from Ferris Baker Watts. Please state your question.
Mark
McKechnie - Ferris, Baker, Watts, Inc. -
Analyst
Actually, it’s Mark
McKechnie calling in for Matt. Good morning guys.
9
Ralph
Faison - ANDREW CORP - Pres, CEO, Director
Hi, hi Mark. How are
you.
Mark
_____________
Ferris, Baker, Watts, Inc. – Analyst
Actually, it’s Mark
McKechnie calling in for Matt. Good morning guys.
9
Ralph
Faison - ANDREW CORP - Pres, CEO, Director
Hi, hi Mark. How are
you.
Mark
McKechnie - Ferris, Baker, Watts, Inc. -
Analyst
Good. A question on your
orders were up 12% sequentially about in line with your sales growth. But you
made a comment in your press release that visibility
_____________
Ferris, Baker, Watts, Inc. – with your sales growth. But you
made a comment in your press release that visibility hadn’t really improved.
Ralph
Faison - ANDREW CORP - Pres, CEO, Director
Right.
Mark
McKechnie - Ferris, Baker, Watts, Inc. -
Analyst
I guess some of it you
said was because of what’s happened with the carrier consolidation here in the
U.S. But can you give us
_____________
Ferris, Baker, Watts, Inc. – degree of accuracy. So that
has not improved even though the overall growth of the market, the long-term
indicators are very, very good visibility has not improved.
Mark
McKechnie - Ferris, Baker, Watts, Inc. -
Analyst
Got you. Thanks. In any
other question is on your 10% Op margin for ‘05. Your gross margins I guess
took a tick down. You’re
_____________
dt 1721988
;
Andrew Corp.
As referenced in this Conference Call Transcript:
ANDREW CORP – Andrew Corp
EX-99.2
3
a04-8276_1ex99d2.htm
EX-99.2
Exhibit 99.2
FINAL TRANSCRIPT
Conference Call
Transcript
ANDW -
Q3 2004 ANDREW CORP Earnings Conference Call
Event Date/Time: Jul. 26. 2004 / 8:00AM CT
Event Duration: N/A
Thomson StreetEvents
streetevents@thomson.com
617.603.7900
www.streetevents.com
© 2004 Thomson
_____________
ANDREW CORP – No part of this
publication may be reproduced or transmitted in any form or by any means
without the prior written consent of Thomson Financial.
1
CORPORATE PARTICIPANTS
Scott Malchow
ANDREW CORP - Manager of Investor Relations
Ralph Faison
ANDREW CORP - Pres, CEO, Director
Marty Kittrel
ANDREW CORP - CFO
CONFERENCE CALL PARTICIPANTS
Mark Skew (ph)
RTC Capital Markets - Analyst
Mike Walkley
Piper
_____________
ANDREW CORP – or transmitted in any form or by any means
without the prior written consent of Thomson Financial.
1
CORPORATE PARTICIPANTS
Scott Malchow
ANDREW CORP - Manager of Investor Relations
Ralph Faison
ANDREW CORP - Pres, CEO, Director
Marty Kittrel
ANDREW CORP - CFO
CONFERENCE CALL PARTICIPANTS
Mark Skew (ph)
RTC Capital Markets - Analyst
Mike Walkley
Piper Jaffray - Analyst
Rich Valera
Needham & Co., Inc. -
_____________
ANDREW CORP – any means
without the prior written consent of Thomson Financial.
1
CORPORATE PARTICIPANTS
Scott Malchow
ANDREW CORP - Manager of Investor Relations
Ralph Faison
ANDREW CORP - Pres, CEO, Director
Marty Kittrel
ANDREW CORP - CFO
CONFERENCE CALL PARTICIPANTS
Mark Skew (ph)
RTC Capital Markets - Analyst
Mike Walkley
Piper Jaffray - Analyst
Rich Valera
Needham & Co., Inc. - Analyst
Arindam Basu
Morgan Stanley - Analyst
Mark
_____________
ANDREW CORP – amp; Co. - Analyst
Michael Angin
Credit Suisse First Boston - Analyst
James Closet (ph)
Pacific Press - Analyst
Bill Choi
Kaufman Brothers - Analyst
Arron Lom (ph)
CIBC World Markets - Analyst
John Bucher
ANDREW CORP - Harris Nesbitt
PRESENTATION
Operator
Good morning ladies and gentlemen and welcome to the Andrew Corporation
Third quarter FY 2004 earnings release conference call. At this time all
participants are
_____________
dt 1700314
;
|
 Deutsche Bank
As referenced in this Conference Call Transcript:
Deutsche Bank Securities, Inc – Capital Markets - Analyst
Mike Walkley
Piper Jaffray - Analyst
Rich Valera
Needham & Co., Inc. - Analyst
Arindam Basu
Morgan Stanley - Analyst
Mark McKechnie
Ferris, Baker, Watts, Inc. - Analyst
Jeff Walkinghorse (ph)
Deutsche Bank Securities, Inc . - Analyst
Larry Harris
Oppenheimer & Co. - Analyst
Michael Angin
Credit Suisse First Boston - Analyst
James Closet (ph)
Pacific Press - Analyst
Bill Choi
Kaufman Brothers - Analyst
Arron Lom (ph)
CIBC
_____________
Deutsche Bank Securities,
Inc – Mark
McKechnie - Ferris, Baker, Watts, Inc. -
Analyst
Very good. Thanks much.
Operator
Our next question is
from Tim Long from Bank of America securities. Please state your question.
Jeff
Walkinghorse - Deutsche Bank Securities,
Inc . - Analyst
Hi good morning. It’s
actually Jeff [Walkinghorse] for Tim Long from.
Ralph
Faison - ANDREW CORP - Pres, CEO, Director
Hi Jeff.
10
Jeff
Walkinghorse - Deutsche Bank Securities,
_____________
Deutsche Bank Securities,
Inc – Deutsche Bank Securities,
Inc. - Analyst
Hi good morning. It’s
actually Jeff [Walkinghorse] for Tim Long from.
Ralph
Faison - ANDREW CORP - Pres, CEO, Director
Hi Jeff.
10
Jeff
Walkinghorse - Deutsche Bank Securities,
Inc . - Analyst
Hello, guys. Questions
on first marginal little bit further. You mentioned that your newer products
are trending below target for gross margin. Can you talk a little about
_____________
Deutsche Bank Securities,
Inc – than many other activities in entering new markets and then our
margins are somewhat less than where we expect them to be over the time when
they mature.
Jeff
Walkinghorse - Deutsche Bank Securities,
Inc . - Analyst
All right. That makes
sense. You can’t give us an idea of what percentage of your total business your
product areas make up of where you&#
_____________
Deutsche Bank Securities,
Inc – of our overall cable business
and even a smaller part of our overall Andrew business. Will still be in excess
of say 90% wireless infrastructure during ‘05.
Jeff
Walkinghorse - Deutsche Bank Securities,
Inc . - Analyst
Okay. Thanks then. Can
you tell us about the new production lines and what’s happening in Mexico and
with respect to other places?
Ralph
Faison - ANDREW
_____________
dt 1714099
|
Preview
Full Doc
| 2001 |
Urstadt Biddle Properties Inc. Announces Offering of 4,800,000 Shares of Class A Common Stock
Urstadt Biddle Properties Inc. Announces Offering of 4,800,000 Shares of Class A Common Stock (2K)
Doc #259300: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}file002.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
Exhibit 99.1
For Immediate Release
---------------------
Contact: James R. Moore
Urstadt Biddle Properties Inc.
(203) 863-8200
URSTADT BIDDLE PROPERTIES INC.
ANNOUNCES OFFERING OF
4,800,000 SHARES OF CLASS A COMMON STOCK
GREENWICH, CONNECTICUT, October 26, 2001 ...Urstadt Biddle Properties Inc.
(NYSE: UBP.A and UBP) today announced that a Registration Statement filed with
the Securities and Exchange Commission in connection with the Company's proposed
public offering was declared effective on October 25, 2001.
The Registration Statement covers the offering of 4,800,000 shares of the
Company's Class A common stock at $9.30 per share (subject to an option of the
underwriters to purchase 720,000 additional shares). All of the shares
registered are being offered by the Company.
Ferris, Baker Watts, Inc., is acting as lead manager for the offering, and
J.J.B. Hilliard, W.L. Lyons, Inc. and Advest, Inc. are acting as co-managers of
the offering.
UBP is a self-administered equity real estate trust providing investors with a
means of participating in ownership of income-producing properties with
investment liquidity. UBP owns twenty four (24) properties containing more than
2.6 million square feet of space.
Copies of the final prospectus may be obtained from Ferris, Baker Watts, Inc.,
1700 Pennsylvania Avenue NW, Seventh Floor, Washington, D.C. 20006; J.J.B.
Hilliard, W.L. Lyons, Inc., 501 S. Fourth Avenue, Louisville, KY 40202; and
Advest, Inc. One Rockefeller Plaza, 20th Floor, New York, NY 10020. The shares
are only offered by means of the prospectus included in the Registration
Statement and the prospectus related to this offering. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful.
Certain statements contained herein may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among other things, risks associated with the timing of and
costs associated with property improvements, financing commitments and general
competitive factors.
{/TEXT}
{/DOCUMENT}
259300
|
Ferris, Baker
As referenced in this Urstadt Biddle Properties Inc. Announces Offering of 4,800,000 Shares of Class A Common Stock:
Ferris, Baker Watts, – to an option of the
underwriters to purchase 720,000 additional shares). All of the shares
registered are being offered by the Company.
Ferris, Baker Watts, Inc., is acting as lead manager for the offering, and
J.J.B. Hilliard, W.L. Lyons, Inc. and Advest, Inc. are
_____________
Ferris, Baker Watts, – twenty four (24) properties containing more than
2.6 million square feet of space.
Copies of the final prospectus may be obtained from Ferris, Baker Watts, Inc.,
1700 Pennsylvania Avenue NW, Seventh Floor, Washington, D.C. 20006; J.J.B.
Hilliard, W.L. Lyons, Inc., 501 S. Fourth
_____________
dt 226516
;
Advest
As referenced in this Urstadt Biddle Properties Inc. Announces Offering of 4,800,000 Shares of Class A Common Stock:
Advest, Inc – Company.
Ferris, Baker Watts, Inc., is acting as lead manager for the offering, and
J.J.B. Hilliard, W.L. Lyons, Inc. and Advest, Inc . are acting as co-managers of
the offering.
UBP is a self-administered equity real estate trust providing investors with a
means
_____________
Advest, Inc – NW, Seventh Floor, Washington, D.C. 20006; J.J.B.
Hilliard, W.L. Lyons, Inc., 501 S. Fourth Avenue, Louisville, KY 40202; and
Advest, Inc . One Rockefeller Plaza, 20th Floor, New York, NY 10020. The shares
are only offered by means of the prospectus included in the
_____________
dt 197280
;
|
Urstadt Biddle
As referenced in this Urstadt Biddle Properties Inc. Announces Offering of 4,800,000 Shares of Class A Common Stock:
Urstadt Biddle Properties – EX-99.1
{SEQUENCE}3
{FILENAME}file002.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
Exhibit 99.1
For Immediate Release
---------------------
Contact: James R. Moore
Urstadt Biddle Properties Inc.
(203) 863-8200
URSTADT BIDDLE PROPERTIES INC.
ANNOUNCES OFFERING OF
4,800,000 SHARES OF CLASS A COMMON STOCK
GREENWICH, CONNECTICUT, October
_____________
URSTADT BIDDLE PROPERTIES – txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
{PAGE}
Exhibit 99.1
For Immediate Release
---------------------
Contact: James R. Moore
Urstadt Biddle Properties Inc.
(203) 863-8200
URSTADT BIDDLE PROPERTIES INC.
ANNOUNCES OFFERING OF
4,800,000 SHARES OF CLASS A COMMON STOCK
GREENWICH, CONNECTICUT, October 26, 2001 ...Urstadt Biddle Properties Inc.
(NYSE:
_____________
.Urstadt Biddle Properties – 863-8200
URSTADT BIDDLE PROPERTIES INC.
ANNOUNCES OFFERING OF
4,800,000 SHARES OF CLASS A COMMON STOCK
GREENWICH, CONNECTICUT, October 26, 2001 ...Urstadt Biddle Properties Inc.
(NYSE: UBP.A and UBP) today announced that a Registration Statement filed with
the Securities and Exchange Commission in connection with the
_____________
dt 133336
|
Preview
Full Doc
| 2003 |
Lease Agreement
Lease Agreement (55K)
Doc #126242: Click preview link for longer preview.
LEASE AGREEMENT
This Lease Agreement (the "Lease") dated as of the 1st day of August, 1999, by
and between WHEELING-PITTSBURGH STEEL CORPORATION, A Delaware corporation,
(hereafter "Lessee"), and FBW LEASECORP, INC., A Maryland corporation (hereafter
"Lessor").
RECITALS:
Lessor owns a parcel of land which consists of approximately 10 acres
(said unimproved real property hereinafter referred to as the "Property") and
which is further described in the attachment hereto entitled "Property
Description." Lessor has agreed to cause, or facilitate, construction of an
approximately 18,550 square foot building on the Property. The parties have
agreed that the improved Property shall be leased to Lessee, and that Lessee
shall also have an option to purchase the Property. Lessee has provided
information indicating its requirements for such a building, and its
requirements for improvements to the remainder of the Property (said building,
together with any and all other improvements to the Property, hereinafter
referred to collectively as the "Improvements"). The Property and the
Improvements are hereinafter referred to collectively as the "Premises" or the
"Project." Lessor and Lessee enter into this Agreement to evidence the terms and
conditions which have been agreed to between them.
WITNESSETH: That for and in consideration of the reciprocal benefits
inuring to the parties hereunder, and in further consideration of the duties
imposed upon the parties hereby, the parties hereby covenant and agree as
follows:
1. PREMISES
1.1 LEASE OF PREMISES. Lessor (or, at its option, Lessee) shall
enter into a construction contract (the "Construction Contract") with a
contractor selected and approved by Lessee. The Construction Contract shall
provide, among other things, for all labor and materials necessary to construct
on the Property an approximately 18,550 square foot building and related parking
areas, roadways for ingress and egress and related amenities, all in accordance
with the "Plans and Specifications" attached hereto as Exhibit A and made a part
hereof. The obligations of the parties under this Agreement shall be subject to
the execution of the Construction Contract and Lessee's written approval
thereof. During the construction of the Improvements, the parties shall
coordinate their efforts and cooperate with each other and the contractor to
ensure that the Improvements are constructed in the most economical manner
reasonably possible. All material decisions relating to the contractor's
performance under the Construction Contract shall be reviewed with both parties.
All change orders to the Construction Contract shall be approved in writing by
both parties; provided, however, that neither party shall unreasonably withhold
its approval of any such change orders. Lessor (or Lessee, as appropriate) shall
include in the Construction Contract the earliest reasonable completion date as
determined by Lessee, and if Lessee so requests, Lessor shall include in the
Construction Contract a provision for the contractor to pay liquidated damages
if the Improvements are not substantially completed by said completion date.
Lessee acknowledges that inclusion of a liquidated damages clause might cause
the contract price to increase.
1.2 CONDITION OF THE IMPROVEMENTS. Lessor shall secure Lessee's
approval as to the condition of the Improvements before accepting the
Improvements from the contractor. If the Improvements are not in compliance with
the Plans and Specifications, including but not limited to, the structure of the
building, the plumbing, lighting, air conditioning, heating and loading doors,
if any, Lessor shall require the contractor to bring the condition of the
Premises into compliance with the Construction Contract. During the term of the
Lease, if it is discovered that the Improvements were not constructed in
substantial compliance with the Plans and Specifications, Lessor shall assert
any claims which may be asserted against the contractor, whether under warranty
or contract. The foregoing shall not
1
{PAGE}
be construed as constituting a guaranty or warranty by Lessor as to the
condition of the Improvements, as Lessor shall have no liability to Lessee
arising from the condition of the Improvements.
2. TERM.
2.1 TERM. The term of this lease shall be for fifteen (15) years,
beginning on the date hereof (the "Commencement Date") and extending for fifteen
(15) consecutive years and one month thereafter (the "Lease Term"). The parties
may change the Commencement Date by executing a written document.
2.2 HOLDING OVER. If Lessee remains in possession of the Premises
after the expiration of the Lease Term, Lessee shall be deemed to be a tenant
from month to month only, subject to all of the terms and provisions of this
Lease except as to the duration of the Lease Term and either party to this Lease
may terminate it by giving the other party thirty (30) days' written notice of
termination of such tenancy from month to month.
3. FINANCING.
3.1 TERMS. Lessee shall secure tax-exempt revenue bond financing
for the acquisition, construction and equipping of the Premises, repayment of
which shall be secured by a security interest in the real and personal property
which is acquired and improved in connection with the project, and also secured
by a pledge of that portion of the monthly rental due from Lessee equal to
Lessor's monthly debt service payments (but which assignment of rent shall not
include the other elements of monthly rent due from Lessee). The bonds issued
shall be nonrecourse, and Lessor shall have no duty to accept any financing
which would afford to the bondholders recourse against Lessor. Repayment of the
bonds shall be amortized over a term of fifteen (15) years. Any financing costs
(e.g., underwriter's fee, legal fees, issuance fee) which can be paid from the
proceeds of the bond issue shall be paid therefrom, and repaid as a part of
long-term debt service. Any financing costs which are not permitted to be paid
from the bond proceeds shall be paid, in full, by Lessee when due.
3.2 LESSEE'S COVENANTS. In connection with the issuance of the
bonds, Lessee agrees to (a) upon not less than ten (10) days prior request by
Lessor, deliver to Lessor a statement in writing certifying (i) that this Lease
is in full force and effect (or if there have been modifications, that this
Lease as modified is in full force and effect), (ii) the dates to which rents
and other charges have been paid, (iii) that Lessor is not in default under any
provisions of this Lease, or, if Lessor is in default, the nature thereof in
detail and (iv) such other information pertaining to this Lease as Lessor may
reasonably request; (b) cooperate in providing sufficient information regarding
Wheeling-Pittsburgh Corporation, both financial and otherwise, to enable the
Lessor to successfully market the bonds; (c) provide the Lessor with annual and
quarterly financial statements, which have been certified by the treasurer of
Wheeling-Pittsburgh Corporation as being prepared in accordance with Generally
Accepted Accounting Principles, to be included in an offering statement for the
bonds; (d) provide such updated financial information as is reasonably requested
from time to time by Lessor while the bonds are outstanding, as required by
potential investors; (e) provide an opinion of Lessee's corporate counsel
regarding the enforceability of this Lease against the Lessee; (f) provide an
opinion of Lessee's corporate counsel and certifications of Lessee regarding the
accuracy of the information regarding the Lessee in the offering statement; (g)
execute a tax compliance agreement designed to insure the continued tax-exempt
status of interest on the bonds and comply at all times with the terms thereof;
and (h) if Lessee determines that its interests require compliance with FASB
requirements, then Lessee agrees to bear sole responsibility for insuring that
the lease complies with FASB requirements, and indemnify and save harmless
Lessor and the Director of the State of Nevada Department of Business and
Industry (the "Director") from any loss, liability or responsibility in the
event that this Lease in any way fails to comply with said FASB requirements.
126242
|
Ferris, Baker
As referenced in this Lease Agreement:
Ferris, Baker Watts, – WOOLERY WAY, FALLON, NV
{TEXT}
{PAGE}
EXHIBIT 10.14(c)
LEASE SUMMARY
Wheeling Corrugating Company
FALLON, NEVADA
Lessor: FBW Leasecorp, Inc.
c/o Ferris, Baker Watts, Inc.
629 East Main Street
Richmond, VA 23219 (Attn: Bill Carter)
Lessee: Wheeling-Pittsburgh Steel Corporation
1134 Market Street
Wheeling, WV 26003
_____________
Ferris, Baker Watts, – the United States mail, certified
mail, return receipt requested, addressed as follows;
(a) If to the Lessor, to: FBW Leasecorp, Inc.
c/o Ferris, Baker Watts, Inc.
629 East Main Street
Richmond, Virginia 23219
(Attn: Bill Carter)
(b) If to the Lessee, to: Director, Corporate and Real Estate
_____________
dt 226501
;
Wheeling Corrugating Company;
| Wheeling Pittsburgh Corp.
|
Preview
Full Doc
| 2003 |
Opinion Letter
Opinion Letter (4K)
Doc #108063: Click preview link for longer preview.
[R&G LETTERHEAD]
March 21, 2003
Nicholas-Applegate Convertible & Income Fund
c/o PIMCO Advisors Fund Management LLC
1345 Avenue of the Americas
New York, New York 10105
Ladies and Gentlemen:
We have acted as counsel to Nicholas-Applegate Convertible & Income Fund
(the "Fund") in connection with the Registration Statement of the Fund on Form
N-2 under the Securities Act of 1933 (File No. 333-102624) and the Investment
Company Act of 1940 (File No. 811-21284) (the "Registration Statement"), each as
amended (the "Acts"), with respect to certain of its common shares of beneficial
interest (the "Common Shares"). The Common Shares to be sold pursuant to an
Underwriting Agreement substantially in the form filed as an exhibit to the
Registration Statement (the "Underwriting Agreement") among the Fund, PIMCO
Advisors Fund Management LLC, UBS Warburg LLC, Prudential Securities
Incorprated, Wachovia Securities, Inc., Legg Mason Wood Walker, Incorporated,
RBC Dain Rauscher Incorporated, Wells Fargo Securities, LLC, Advest, Inc., H&R
Block Financial Advisors, Inc., Fahnestock & Co. Inc., Ferris, Baker Watts,
Incorporated, Janney Montgomery Scott LLC, McDonald Investments Inc., a KeyCorp
Company and Wedbush Morgan Securities Inc.
We have examined the Fund's Agreement and Declaration of Trust on file in
the office of the Secretary of State of The Commonwealth of Massachusetts, as
amended (the "Declaration of Trust"), and the Fund's Amended and Restated
Bylaws, and are familiar with the actions taken by the Fund in connection with
108063
|
Ferris, Baker
As referenced in this Opinion Letter:
Ferris, Baker Watts, – Mason Wood Walker, Incorporated,
RBC Dain Rauscher Incorporated, Wells Fargo Securities, LLC, Advest, Inc., H&R
Block Financial Advisors, Inc., Fahnestock & Co. Inc., Ferris, Baker Watts,
Incorporated, Janney Montgomery Scott LLC, McDonald Investments Inc., a KeyCorp
Company and Wedbush Morgan Securities Inc.
We have examined the Fund's
_____________
dt 226498
;
Advest
As referenced in this Opinion Letter:
Advest, Inc – LLC, UBS Warburg LLC, Prudential Securities
Incorprated, Wachovia Securities, Inc., Legg Mason Wood Walker, Incorporated,
RBC Dain Rauscher Incorporated, Wells Fargo Securities, LLC, Advest, Inc ., H&R
Block Financial Advisors, Inc., Fahnestock & Co. Inc., Ferris, Baker Watts,
Incorporated, Janney Montgomery Scott LLC, McDonald Investments Inc., a KeyCorp
_____________
dt 197228
;
UBS Warburg
As referenced in this Opinion Letter:
UBS Warburg LLC – substantially in the form filed as an exhibit to the
Registration Statement (the "Underwriting Agreement") among the Fund, PIMCO
Advisors Fund Management LLC, UBS Warburg LLC , Prudential Securities
Incorprated, Wachovia Securities, Inc., Legg Mason Wood Walker, Incorporated,
RBC Dain Rauscher Incorporated, Wells Fargo Securities, LLC, Advest, Inc., H&
_____________
dt 106340
;
|
Wedbush Morgan
As referenced in this Opinion Letter:
Wedbush Morgan Securities – R
Block Financial Advisors, Inc., Fahnestock & Co. Inc., Ferris, Baker Watts,
Incorporated, Janney Montgomery Scott LLC, McDonald Investments Inc., a KeyCorp
Company and Wedbush Morgan Securities Inc.
We have examined the Fund's Agreement and Declaration of Trust on file in
the office of the Secretary of State of
_____________
dt 197427
;
KeyCorp
As referenced in this Opinion Letter:
KeyCorp
– Dain Rauscher Incorporated, Wells Fargo Securities, LLC, Advest, Inc., H&R
Block Financial Advisors, Inc., Fahnestock & Co. Inc., Ferris, Baker Watts,
Incorporated, Janney Montgomery Scott LLC, McDonald Investments Inc., a KeyCorp
Company and Wedbush Morgan Securities Inc.
We have examined the Fund's Agreement and Declaration of Trust on file in
the office of the Secretary of State of The
_____________
dt 1449261
;
More... |
Preview
Full Doc
| 2003 |
Registration Rights Agreement
Registration Rights Agreement (42K)
Doc #259259: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4.1
{SEQUENCE}3
{FILENAME}file002.txt
{DESCRIPTION}REGISTRATION RIGHTS AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.1
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of this 29th day of May, 2003
(this "Agreement"), by and among Urstadt Biddle Properties Inc., a Maryland
corporation (the "Company"), and Ferris, Baker Watts, Incorporated and Stifel,
Nicolaus & Company, Incorporated, (each individually an "Initial Purchaser" and
collectively the "Initial Purchasers") as attorneys-in-fact for and on behalf of
each person listed on Exhibit A hereto.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, upon the terms and subject to the conditions of the Purchase
Agreement dated as of May 28, 2003, by and among each of the Initial Purchasers
and the Company (the "Purchase Agreement"), the Company has agreed to issue and
sell to the Initial Purchasers, and the Initial Purchasers have agreed to
purchase from the Company, an aggregate of 400,000 shares, par value $.01 per
share, of the Company's 8.5% Series C Senior Cumulative Preferred Stock (the
"Preferred Stock") on the terms and conditions set forth therein;
WHEREAS, upon the terms and subject to the conditions of subscription
agreements (the form of which is an Exhibit to the Purchase Agreement) dated as
of May 29, 2003, by and between the Initial Purchasers, on the one hand, and the
qualified institutional buyers, on the other hand, the Initial Purchasers have
agreed to resell the preferred stock to the qualified institutional buyers in
accordance with Rule 144A of the Securities Act (the "subscription agreements");
and
WHEREAS, in order to induce the Initial Purchasers to enter into the
Purchase Agreement and to consummate the transactions contemplated thereby, and
to induce the qualified institutional buyers to enter into the subscription
agreements and to consummate the transactions contemplated thereby, the Company
has agreed to provide the persons listed on Exhibit A hereto and the holders of
the Registrable Securities prior to the time of the filing of the Registration
Statement with certain registration rights with respect to the Preferred Stock
as more fully set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Definitions.
As used in this Agreement, the following terms shall have the following
meanings:
-1-
{PAGE}
(a) "Affiliate" of any specified Person means any other Person who
directly, or indirectly through one or more intermediaries, is in control of, is
controlled by, or is under common control with, such specified Person. For
purposes of this definition, control of a Person means the power, directly or
indirectly, to direct or cause the direction of the management and policies of
such Person whether by contract or otherwise; and the terms "controlling" and
"controlled" have the respective meanings correlative to the foregoing.
(b) "Commission" means the Securities and Exchange Commission.
(c) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder, or any
similar successor statute.
(d) "Purchasers" mean the persons listed on Exhibit A hereto and any
transferee or assignee of the Registrable Securities who holds such Registrable
Securities immediately prior to the effective date of the Registration
Statement.
(e) "Person" means any individual, partnership, corporation, limited
liability company, joint stock company, association, trust, unincorporated
organization, or a government or agency or political subdivision thereof.
(f) "Prospectus" means the prospectus (including, without limitation,
any preliminary prospectus and any final prospectus filed pursuant to Rule
424(b) under the Securities Act, including any prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance on Rule 430A under the Securities Act)
included in the Registration Statement, as amended or supplemented by any
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by the Registration Statement and by all
other amendments and supplements to such prospectus, including all material
incorporated by reference in such prospectus and all documents filed after the
date of such prospectus by the Company under the Exchange Act and incorporated
by reference therein.
(g) "Registrable Securities" mean the shares of Preferred Stock, or any
other securities issued in respect of such securities upon any stock split,
stock dividend, recapitalization, merger or other reorganization, issued to or
held by each Purchaser; provided, however, that a share of Preferred Stock, or
of such other securities issued in respect thereof, shall cease to be a
Registrable Security for purposes of this Agreement when it no longer is a
Restricted Security.
(h) "Registration Statement" means a registration statement of the
Company filed on an appropriate form under the Securities Act providing for the
registration of, and the sale on a continuous or delayed basis by the holders
of, all of the Registrable Securities pursuant to Rule 415 under the Securities
Act, including the Prospectus contained therein and forming a part thereof, any
amendments to such registration statement and supplements to such Prospectus,
and all exhibits and other material incorporated by reference in such
registration statement.
-2-
{PAGE}
(i) "Restricted Security" means any share of Preferred Stock, or any
other security issued in respect of such security upon any stock split, stock
dividend, recapitalization, merger or other reorganization, except any such
share that (i) has been registered pursuant to an effective registration
statement under the Securities Act and sold in a manner contemplated by the
Prospectus included in the Registration Statement, (ii) has been transferred in
compliance with the resale provisions of Rule 144 under the Securities Act (or
any successor provision thereto) or is transferable pursuant to paragraph (k) of
Rule 144 under the Securities Act (or any successor provision thereto), or (iii)
otherwise has been transferred and a new share of Preferred Stock not subject to
transfer restrictions under the Securities Act has been delivered by or on
behalf of the Company.
(j) "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder, or any similar successor
statute.
2. Registration. Subject to the receipt of necessary information from
the Purchasers, the Company shall use its reasonable efforts to prepare and file
with the Commission as soon as reasonably practicable after the date hereof, a
Registration Statement under the Securities Act relating to the offer and sale
of the Registrable Securities and shall use its reasonable efforts to cause the
Commission to declare such Registration Statement to be effective under the
Securities Act as soon as reasonably practicable after filing, all in accordance
259259
|
Urstadt Biddle
As referenced in this Registration Rights Agreement:
Urstadt Biddle Properties – 1
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of this 29th day of May, 2003
(this "Agreement"), by and among Urstadt Biddle Properties Inc., a Maryland
corporation (the "Company"), and Ferris, Baker Watts, Incorporated and Stifel,
Nicolaus & Company, Incorporated, (each individually an "Initial Purchaser" and
collectively
_____________
Urstadt Biddle Properties – confirmed) or sent by
certified mail, return receipt requested, properly addressed and with proper
postage pre-paid (i) if to the Company, to Urstadt Biddle Properties Inc., 321
Railroad Avenue, Greenwich Connecticut 06830 Attn: Secretary, with a copy to
Coudert Brothers, 1114 Avenue of the Americas, New York, NY
_____________
URSTADT BIDDLE PROPERTIES – hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
URSTADT BIDDLE PROPERTIES INC.
By: /s/ Willing L. Biddle
-------------------------------
Name: Willing L. Biddle
Title: President
FERRIS, BAKER WATTS, INCORPORATED
as attorney-in-fact for and on
_____________
dt 133312
;
|
Nasdaq Stock Market Inc.
As referenced in this Registration Rights Agreement:
Nasdaq Stock Market, Inc – on the Listing Date, shall be entitled to
discontinue the trading of the Registrable Securities on The PortalSM Market, a
subsidiary of the Nasdaq Stock Market, Inc .;
(h) subsequent to the Listing Date, maintain a transfer agent and
registrar, which may be a single entity, for the Preferred Stock;
(
_____________
dt 232616
;
Stifel Nicolaus & Company, Incorporated
|
Preview
Full Doc
| 2005 |
Registration Rights Agreement
Registration Rights Agreement (52K)
Doc #1350688: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) is entered into as of the ___day of ___, 2005, by and among: India Globalization Capital, Inc., a Maryland corporation (the �Company�); and the undersigned parties listed under Investor on the signature page hereto (each, an �Investor� and collectively, the �Investors�).
WHEREAS, the Investors currently hold all of the issued and outstanding securities of the Company;
WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the . . .
1350688
|
Ferris, Baker
As referenced in this Registration Rights Agreement:
Ferris, Baker Watts, Inc. – 2.1.4 REDUCTION OF OFFERING. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to Ferris, Baker Watts, Inc. or its designees in connection with the Companys initial public offering in ___2005, if the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten
_____________
Ferris, Baker Watts, Inc. – 2.2.2 REDUCTION OF OFFERING. Subject to the rights of the holders of securities issued or issuable upon exercise of those certain Unit Purchase Options to be issued to Ferris, Baker Watts, Inc. or its designees in connection with the Companys initial public offering in ___2005, if the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an
_____________
dt 1395972
;
|
Seyfarth Shaw
As referenced in this Registration Rights Agreement:
Seyfarth Shaw – reputable air courier service with an order for next-day delivery.
To the Company:
India Globalization Capital, Inc.
4336 Montgomery Avenue
Bethesda, Maryland 20814
Attention: Chairman
with a copy to:
Seyfarth Shaw LLP
815 Connecticut Avenue, N.W., Suite 500
Washington, DC 20006-4004
Attn: Stanley S. Jutkowitz
To an Investor, to:
Ram Mukunda
India Globalization Capital, Inc.
4336 Montgomery Avenue
_____________
dt 1415725
|
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Full Doc
| 2006 |
Registration Rights Agreement
Registration Rights Agreement (57K)
Doc #1729133: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of
the __ day of __________, 2006, by and among Energy Services Acquisition Corp.,
a Delaware corporation (the "COMPANY"), the undersigned parties listed under
Stockholder on the signature page hereto (each a "STOCKHOLDER" and collectively,
the "STOCKHOLDERS") and Ferris, Baker Watts, Incorporated ("FBW" and,
collectively with the Stockholders, the "INVESTORS").
WHEREAS, the Investors currently hold . . .
1729133
|
Ferris, Baker
As referenced in this Registration Rights Agreement:
Ferris, Baker Watts,
Inc. – transfer of Registrable Securities by
any such holder. This Agreement and the provisions hereof shall be binding upon
and shall inure to the benefit of each of the parties, to Ferris, Baker Watts,
Inc. and their respective successors and the permitted assigns of the Investor
or holder of Registrable Securities or of any assignee of the Investor or holder
of Registrable Securities. This
_____________
dt 1395974
;
| |
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Full Doc
| 2006 |
Registration Rights Agreement
Registration Rights Agreement (54K)
Doc #2186482: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) is entered into as of the ___ day of ___, 2006, by and among Energy Services Acquisition Corp., a Delaware corporation (the �Company�), the undersigned parties listed under Stockholder on the signature page hereto (each a �Stockholder� and collectively, the �Stockholders�) and Ferris, Baker Watts, Incorporated (�FBW� and, collectively with the Stockholders, the �Investors�).
WHEREAS, the Investors currently hold all of the issued and outstanding . . .
2186482
|
Ferris, Baker
As referenced in this Registration Rights Agreement:
Ferris, Baker Watts, Inc. – transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to Ferris, Baker Watts, Inc. and their respective successors and the permitted assigns of the Investor or holder of Registrable Securities or of any assignee of the Investor or holder of Registrable Securities. This
_____________
dt 1395977
;
| |
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| 2006 |
Registration Rights Agreement
Registration Rights Agreement (57K)
Doc #2492823: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) is entered into as of the ___ day of , 2006, by and among China Healthcare Acquisition Corp., a Delaware corporation (the �Company�), the undersigned parties listed under Stockholder on the signature page hereto (each a �Stockholder� and collectively, the �Stockholders�) and Ferris, Baker Watts, Incorporated (�FBW� and, collectively with the Stockholders, the . . .
2492823
|
Ferris, Baker
As referenced in this Registration Rights Agreement:
Ferris, Baker Watts, Inc. – transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to Ferris, Baker Watts, Inc. and their respective successors and the permitted assigns of the Investor or holder of Registrable Securities or of any assignee of the Investor or holder of Registrable Securities.
10
_____________
dt 1581901
;
| |
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| 2006 |
Registration Rights Agreement
Registration Rights Agreement (56K)
Doc #2658526: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) is entered into as of the ___ day of , 2006, by and among China Healthcare Acquisition Corp., a Delaware corporation (the �Company�), the undersigned parties listed under Stockholder on the signature page hereto (each a �Stockholder� and collectively, the �Stockholders�) and Ferris, Baker Watts, Incorporated (�FBW� and, collectively with the Stockholders, the . . .
2658526
|
Ferris, Baker
As referenced in this Registration Rights Agreement:
Ferris, Baker Watts, Inc. – transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to Ferris, Baker Watts, Inc. and their respective successors and the permitted assigns of the Investor or holder of Registrable Securities or of any assignee of the Investor or holder of Registrable Securities.
10
_____________
dt 1655249
;
| |
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Full Doc
| 2005 |
Selected Dealers Agreement
Selected Dealers Agreement (14K)
Doc #1327493: Click preview link for longer preview.
FERRIS, BAKER WATTS, INCORPORATED
100 LIGHT STREET
BALTIMORE, MARYLAND 21202
--------------------------
SELECTED DEALERS AGREEMENT
----------------------------
Dear Sirs:
1. Registration under the Securities Act of 1933, as amended ("Act"), of the
10,000,000 Units* of Harbor Acquisition Corporation ("Company"), as more fully
described in the Preliminary Prospectus, dated ______________, 2005 and in . . .
1327493
|
Ferris, Baker
As referenced in this Selected Dealers Agreement:
Ferris, Baker Watts,
Inc. – shall be made on or about ___________, 2005 or such later date as we
may advise on not less than one day's notice to you, at the office of Ferris, Baker Watts,
Inc. , 100 Light Street, Baltimore, Maryland 21202 or at such other place as we shall specify
on not less than one day's notice to you. Payment for the Units
_____________
Ferris, Baker Watts, Inc. – the authorized public offering price less the dealers' selling concession stated above, by
a certified or official bank check in New York Clearing House Funds payable to the order of
Ferris, Baker Watts, Inc. or wire transfer pursuant to instructions provided by Ferris, Baker
Watts, Inc.
ermination: This Agreement shall terminate at the close of business on the 45th day following the
effective
_____________
Ferris, Baker
Watts, Inc. – by
a certified or official bank check in New York Clearing House Funds payable to the order of
Ferris, Baker Watts, Inc. or wire transfer pursuant to instructions provided by Ferris, Baker
Watts, Inc.
ermination: This Agreement shall terminate at the close of business on the 45th day following the
effective date of the Registration Statement (of which the enclosed Prospectus forms a
_____________
Ferris, Baker Watts, Inc. – upon the claim that the Selected Dealers
constitute a partnership, association, unincorporated business or other separate
entity and a like share of any expenses of resisting any such claim.
11. Ferris, Baker Watts, Inc. shall be the Representative of the several
underwriters of the offering and manager of the Selected Dealers and shall have
full authority to take such action as we may
_____________
Ferris, Baker Watts, Inc. – to execute and file on your behalf such evidence of such election as may be
required by the Internal Revenue Service.
13. All communications from you shall be addressed to Ferris, Baker Watts, Inc.
at 100 Light Street, Baltimore, Maryland 21202, Attention: Richard K. Prins,
Senior Vice President. Any notice from us to you shall be deemed to have been
fully authorized by
_____________
dt 1721989
;
| |
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Full Doc
| 2006 |
Selected Dealers Agreement
Selected Dealers Agreement (12K)
Doc #1334249: Click preview link for longer preview.
FERRIS, BAKER WATTS, INCORPORATED
100 LIGHT STREET
BALTIMORE, MARYLAND 21202
SELECTED DEALERS AGREEMENT
Dear Ladies and Gentlemen:
1.
Registration under the Securities Act of 1933, as amended (the ?Act?), of the 9,666,666 Units* of JK Acquisition Corp. (the ?Company?), as more fully described in the Preliminary Prospectus, dated ___, 2006 and in the final prospectus (the ?Prospectus?) which will be forwarded to you, will become effective in the near future. We, as the representative of the underwriters, are offering certain of the Units for purchase by a . . .
1334249
|
Ferris, Baker
As referenced in this Selected Dealers Agreement:
Ferris, Baker Watts, Inc. – upon the claim that the Selected Dealers constitute a partnership, association, unincorporated business or other separate entity and a like share of any expenses of resisting any such claim.
11. Ferris, Baker Watts, Inc. shall be the Representative of the several underwriters of the offering and manager of the Selected Dealers and shall have full authority to take such action as we may
_____________
dt 1395963
;
| |
Preview
Full Doc
| 2003 |
Supplemental U.S. Distribution Agreement
Supplemental U.S. Distribution Agreement (69K)
Doc #147516: Click preview link for longer preview.
SUPPLEMENTAL U.S. DISTRIBUTION AGREEMENT
September __, 2003
To the Agents listed on the
signature page hereof
Dear Sirs and Mesdames:
ABN AMRO Bank N.V., a public limited liability company incorporated under
the laws of The Netherlands (the "Bank"), confirms its agreement with the
Agents with respect to the issue and sale from time to time by the Bank and ABN
AMRO Holding N.V., a public limited liability company incorporated under the
laws of The Netherlands ("Holding"), primarily inside the United States (each,
an "offering") of up to $2,044,250,000 (or the equivalent thereof in one or
more foreign currencies) aggregate initial public offering price of its Global
Medium- Term Notes, Series A, due more than 9 months from the date of issue
(the "Notes"), subject to reduction as a result of the sale by the Bank of (i)
Global Medium-Term Notes, Series B, to be sold primarily outside the United
States, and (ii) any other debt securities sold pursuant to the Bank's
Registration Statement No. 333-89136. This Supplemental U.S. Distribution
Agreement (this "Supplement") supplements and forms a part of the U.S.
Distribution Agreement dated as of July 8, 2002 among the Bank and the Agents
named therein (the "Base Distribution Agreement"). Capitalized terms not
otherwise defined in this Supplement shall have the meaning ascribed to them in
the Base Distribution Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each
other similar reference and each reference to "this Agreement" and each other
similar reference contained in the Base Distribution Agreement and in this
Supplement shall, after this Supplement becomes effective, refer to the Base
Distribution Agreement as supplemented by this Supplement.
{PAGE}
The Notes are issued as senior indebtedness of the Bank pursuant to the
provisions of an indenture dated as of November 27, 2000 (as supplemented by
the First Supplemental Indenture dated as of September __, 2003, and as may be
supplemented or amended from time to time, the "Indenture") among the Bank,
Holding and JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as trustee
(the "Trustee").
The Notes will be entitled to the benefit of a full and unconditional
guarantee by Holding (the "Guarantee") as set forth in the Indenture, pursuant
to which Holding will guarantee any payments to be made by the Bank on the
Notes.
The Bank and Holding have filed with the Securities and Exchange
Commission (the "Commission") a post effective amendment to the registration
statement, including a prospectus, relating to the Notes and the Guarantee.
Such registration statement, including the exhibits thereto, as amended as of
the Recommencement Date (as hereinafter defined), is hereinafter referred to as
the "Registration Statement." The Bank and Holding propose to file with the
Commission from time to time, pursuant to Rule 424 under the Securities Act of
1933, as amended (the "Securities Act"), supplements to the prospectus included
in the Registration Statement that will describe certain terms of the Notes.
The prospectus in the form in which it appears in the Registration Statement is
hereinafter referred to as the "Base Prospectus." The term "Prospectus" means
the Base Prospectus together with the prospectus supplement or supplements
(each a "Prospectus Supplement") specifically relating to the Notes and the
Guarantee, as filed with, or transmitted for filing to, the Commission pursuant
to Rule 424. As used herein, the terms "Base Prospectus" and "Prospectus" shall
include in each case the documents, if any, incorporated by reference therein.
The terms "supplement," "amendment" and "amend" as used herein shall include
all documents deemed to be incorporated by reference in the Prospectus that are
filed subsequent to the date of the Base Prospectus by Holding or the Bank with
the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). If the Bank and Holding have filed an abbreviated registration
statement to register additional Securities pursuant to Rule 462(b) under the
Securities Act (the "Rule 462 Registration Statement"), then any reference
herein to the term "Registration Statement" shall be deemed to include such
Rule 462 Registration Statement.
1. Representations and Warranties. Holding represents and warrants to and
agrees with you as of the Recommencement Date, as of each date on which you
solicit offers to purchase Notes following receipt of a Selling Agency
Invitation, as of each date on which the Bank accepts an offer to purchase
Notes (including any purchase by you as principal pursuant to a Terms
Agreement), as of each date the Bank issues and delivers Notes and as of each
date the Registration
147516
|
Ferris, Baker
As referenced in this Supplemental U.S. Distribution Agreement:
Ferris, Baker Watts, – date first above written.
FERRIS BAKER WATTS, INC.
By:
----------------------------------
Name: Kevin P. Past
Title: Senior Vice President
Notices hereunder shall be sent to:
Ferris, Baker Watts, Inc.
-------------------------------------
250 W. Pratt Street, Suite 500
-------------------------------------
Baltimore, MD 20201
-------------------------------------
Attention: Kevin P. Past
---------------------------
Telefax: 410-230-2268
-----------------------------
25
{PAGE}
The foregoing
_____________
dt 226502
;
ABN AMRO Bank
As referenced in this Supplemental U.S. Distribution Agreement:
ABN AMRO BANK –
{DOCUMENT}
{TYPE}EX-1.C
{SEQUENCE}4
{FILENAME}sep1503_ex1c.txt
{TEXT}
EXHIBIT 1-c
ABN AMRO BANK N.V.
ABN AMRO HOLDING N.V.
Global Medium-Term Notes, Series A
SUPPLEMENTAL U.
ABN AMRO Bank – __, 2003
To the Agents listed on the
signature page hereof
Dear Sirs and Mesdames:
ABN AMRO Bank N.V., a public limited liability company incorporated under
the laws of The Netherlands (the "
ABN AMRO BANK – acceptance shall represent a binding agreement
among the Bank, Holding and you.
Very truly yours,
ABN AMRO BANK N.V.
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
ABN AMRO HOLDING N.V.
By:
------------------------------------
Name:
dt 45212
;
ABN AMRO
As referenced in this Supplemental U.S. Distribution Agreement:
ABN AMRO HOLDING N.V.
–
{DOCUMENT}
{TYPE}EX-1.C
{SEQUENCE}4
{FILENAME}sep1503_ex1c.txt
{TEXT}
EXHIBIT 1-c
ABN AMRO BANK N.V.
ABN AMRO HOLDING N.V.
Global Medium-Term Notes, Series A
SUPPLEMENTAL U.S. DISTRIBUTION AGREEMENT
September __, 2003
To the Agents listed on the
signature page
_____________
ABN
AMRO Holding N.V., – the "Bank"), confirms its agreement with the
Agents with respect to the issue and sale from time to time by the Bank and ABN
AMRO Holding N.V., a public limited liability company incorporated under the
laws of The Netherlands ("Holding"), primarily inside the United States (each,
an "offering") of
_____________
ABN AMRO HOLDING N.V.
– a binding agreement
among the Bank, Holding and you.
Very truly yours,
ABN AMRO BANK N.V.
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
ABN AMRO HOLDING N.V.
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
21
{PAGE}
The foregoing supplement to the
U.S. Distribution Agreement
is hereby confirmed and accepted
_____________
dt 238086
;
|
Advest
As referenced in this Supplemental U.S. Distribution Agreement:
ADVEST, INC – 23
{PAGE}
The foregoing supplement to the
U.S. Distribution Agreement
is hereby confirmed and accepted
as of the date first above written.
ADVEST, INC .
By:
----------------------------------
Name: Robert T. Keane, Jr.
Title: Vice President
Notices hereunder shall be sent to:
-------------------------------------
-------------------------------------
Attention:
---------------------------
Telefax:
-----------------------------
24
{PAGE}
U.S. Distribution
_____________
dt 197235
;
Chase Manhattan
As referenced in this Supplemental U.S. Distribution Agreement:
Chase Manhattan Bank, – and as may be
supplemented or amended from time to time, the "Indenture") among the Bank,
Holding and JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as trustee
(the "Trustee").
The Notes will be entitled to the benefit of a full and unconditional
guarantee by Holding (the "Guarantee")
_____________
dt 101780
;
More... |
Preview
Full Doc
| 2003 |
Supplemental U.S. Distribution Agreement
Supplemental U.S. Distribution Agreement (69K)
Doc #220760: Click preview link for longer preview.
SUPPLEMENTAL U.S. DISTRIBUTION AGREEMENT
September __, 2003
To the Agents listed on the
signature page hereof
Dear Sirs and Mesdames:
ABN AMRO Bank N.V., a public limited liability company incorporated under
the laws of The Netherlands (the "Bank"), confirms its agreement with the
Agents with respect to the issue and sale from time to time by the Bank and ABN
AMRO Holding N.V., a public limited liability company incorporated under the
laws of The Netherlands ("Holding"), primarily inside the United States (each,
an "offering") of up to $2,044,250,000 (or the equivalent thereof in one or
more foreign currencies) aggregate initial public offering price of its Global
Medium- Term Notes, Series A, due more than 9 months from the date of issue
(the "Notes"), subject to reduction as a result of the sale by the Bank of (i)
Global Medium-Term Notes, Series B, to be sold primarily outside the United
States, and (ii) any other debt securities sold pursuant to the Bank's
Registration Statement No. 333-89136. This Supplemental U.S. Distribution
Agreement (this "Supplement") supplements and forms a part of the U.S.
Distribution Agreement dated as of July 8, 2002 among the Bank and the Agents
named therein (the "Base Distribution Agreement"). Capitalized terms not
otherwise defined in this Supplement shall have the meaning ascribed to them in
the Base Distribution Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each
other similar reference and each reference to "this Agreement" and each other
similar reference contained in the Base Distribution Agreement and in this
Supplement shall, after this Supplement becomes effective, refer to the Base
Distribution Agreement as supplemented by this Supplement.
{PAGE}
The Notes are issued as senior indebtedness of the Bank pursuant to the
provisions of an indenture dated as of November 27, 2000 (as supplemented by
the First Supplemental Indenture dated as of September __, 2003, and as may be
supplemented or amended from time to time, the "Indenture") among the Bank,
Holding and JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as trustee
(the "Trustee").
The Notes will be entitled to the benefit of a full and unconditional
guarantee by Holding (the "Guarantee") as set forth in the Indenture, pursuant
to which Holding will guarantee any payments to be made by the Bank on the
Notes.
The Bank and Holding have filed with the Securities and Exchange
Commission (the "Commission") a post effective amendment to the registration
statement, including a prospectus, relating to the Notes and the Guarantee.
Such registration statement, including the exhibits thereto, as amended as of
the Recommencement Date (as hereinafter defined), is hereinafter referred to as
the "Registration Statement." The Bank and Holding propose to file with the
Commission from time to time, pursuant to Rule 424 under the Securities Act of
1933, as amended (the "Securities Act"), supplements to the prospectus included
in the Registration Statement that will describe certain terms of the Notes.
The prospectus in the form in which it appears in the Registration Statement is
hereinafter referred to as the "Base Prospectus." The term "Prospectus" means
the Base Prospectus together with the prospectus supplement or supplements
(each a "Prospectus Supplement") specifically relating to the Notes and the
Guarantee, as filed with, or transmitted for filing to, the Commission pursuant
to Rule 424. As used herein, the terms "Base Prospectus" and "Prospectus" shall
include in each case the documents, if any, incorporated by reference therein.
The terms "supplement," "amendment" and "amend" as used herein shall include
all documents deemed to be incorporated by reference in the Prospectus that are
filed subsequent to the date of the Base Prospectus by Holding or the Bank with
the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). If the Bank and Holding have filed an abbreviated registration
statement to register additional Securities pursuant to Rule 462(b) under the
Securities Act (the "Rule 462 Registration Statement"), then any reference
herein to the term "Registration Statement" shall be deemed to include such
Rule 462 Registration Statement.
1. Representations and Warranties. Holding represents and warrants to and
agrees with you as of the Recommencement Date, as of each date on which you
solicit offers to purchase Notes following receipt of a Selling Agency
Invitation, as of each date on which the Bank accepts an offer to purchase
Notes (including any purchase by you as principal pursuant to a Terms
Agreement), as of each date the Bank issues and delivers Notes and as of each
220760
|
Ferris, Baker
As referenced in this Supplemental U.S. Distribution Agreement:
Ferris, Baker Watts, – date first above written.
FERRIS BAKER WATTS, INC.
By:
----------------------------------
Name: Kevin P. Past
Title: Senior Vice President
Notices hereunder shall be sent to:
Ferris, Baker Watts, Inc.
-------------------------------------
250 W. Pratt Street, Suite 500
-------------------------------------
Baltimore, MD 20201
-------------------------------------
Attention: Kevin P. Past
---------------------------
Telefax: 410-230-2268
-----------------------------
25
{PAGE}
The foregoing
_____________
dt 226504
;
ABN AMRO Bank
As referenced in this Supplemental U.S. Distribution Agreement:
abn amro bank – {DOCUMENT}
{TYPE}EX-1.C
{SEQUENCE}4
{FILENAME}sep1503_ex1c.txt
{TEXT}
EXHIBIT 1-c
ABN AMRO BANK N.V.
ABN AMRO HOLDING N.V.
Global Medium-Term Notes, Series A
SUPPLEMENTAL U.
abn amro bank – __, 2003
To the Agents listed on the
signature page hereof
Dear Sirs and Mesdames:
ABN AMRO Bank N.V., a public limited liability company incorporated under
the laws of The Netherlands (the "
abn amro bank – acceptance shall represent a binding agreement
among the Bank, Holding and you.
Very truly yours,
ABN AMRO BANK N.V.
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
ABN AMRO HOLDING N.V.
By:
------------------------------------
Name:
dt 18859
;
ABN AMRO
As referenced in this Supplemental U.S. Distribution Agreement:
ABN AMRO HOLDING N.V.
– {DOCUMENT}
{TYPE}EX-1.C
{SEQUENCE}4
{FILENAME}sep1503_ex1c.txt
{TEXT}
EXHIBIT 1-c
ABN AMRO BANK N.V.
ABN AMRO HOLDING N.V.
Global Medium-Term Notes, Series A
SUPPLEMENTAL U.S. DISTRIBUTION AGREEMENT
September __, 2003
To the Agents listed on the
signature page
_____________
ABN
AMRO Holding N.V., – the "Bank"), confirms its agreement with the
Agents with respect to the issue and sale from time to time by the Bank and ABN
AMRO Holding N.V., a public limited liability company incorporated under the
laws of The Netherlands ("Holding"), primarily inside the United States (each,
an "offering") of
_____________
ABN AMRO HOLDING N.V.
– a binding agreement
among the Bank, Holding and you.
Very truly yours,
ABN AMRO BANK N.V.
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
ABN AMRO HOLDING N.V.
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
21
{PAGE}
The foregoing supplement to the
U.S. Distribution Agreement
is hereby confirmed and accepted
_____________
dt 238105
;
|
Advest
As referenced in this Supplemental U.S. Distribution Agreement:
ADVEST, INC – 23
{PAGE}
The foregoing supplement to the
U.S. Distribution Agreement
is hereby confirmed and accepted
as of the date first above written.
ADVEST, INC .
By:
----------------------------------
Name: Robert T. Keane, Jr.
Title: Vice President
Notices hereunder shall be sent to:
-------------------------------------
-------------------------------------
Attention:
---------------------------
Telefax:
-----------------------------
24
{PAGE}
U.S. Distribution
_____________
dt 197242
;
Chase Manhattan
As referenced in this Supplemental U.S. Distribution Agreement:
Chase Manhattan Bank, – and as may be
supplemented or amended from time to time, the "Indenture") among the Bank,
Holding and JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as trustee
(the "Trustee").
The Notes will be entitled to the benefit of a full and unconditional
guarantee by Holding (the "Guarantee")
_____________
dt 102192
;
More... |